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Exhibit 8
[XXXXXXX, XXXXXXXX, XXXXXX & XXXXX, PLLC LETTERHEAD]
______________, 1998
Board of Directors
Trustmark Corporation
000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxxxxx 00000
Board of Directors and Shareholders
Xxxxx County Bank
000 Xxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Re: Merger Agreement by and among Trustmark Corporation, Trustmark
National Bank and Xxxxx County Bank
Gentlemen:
We have acted as counsel to Trustmark Corporation, a Mississippi
corporation and registered bank holding company ("Trustmark") and its
subsidiary, and Trustmark National Bank, a national banking association
("Trustmark Bank"), in connection with the proposed Merger (the "Merger") of
Xxxxx County Bank, a Mississippi chartered bank, ("SCB"), with Trustmark Bank
under the existing charter of Trustmark Bank pursuant to the terms of the
Merger Agreement dated as of September 9, 1997, as amended by a First Amendment
to Merger Agreement dated as of December 23, 1997, (the "Merger Agreement"), by
and among Trustmark, Trustmark Bank and SCB, each as described in the
Registration Statement on Form S-4 filed by Trustmark with the Securities and
Exchange Commission (the "Registration Statement"). All capitalized terms,
unless otherwise specified, have the meanings assigned to them in the
Registration Statement.
In connection with this opinion, we have examined and are familiar
with originals or copies, certified or otherwise identified to our
satisfaction, of (i) the Merger Agreement, (ii) the Registration Statement, and
(iii) such other documents as we have deemed necessary or appropriate in order
to enable us to render the opinions below. In our examination, we have assumed
the genuineness of all signatures, the legal capacity of all natural persons,
the authenticity of all documents submitted to us as originals, the conformity
to original documents of all documents submitted to us as certified, conformed
or photostatic copies and the authenticity of the originals of such copies. In
rendering the opinions set forth below, we have relied upon certain written
representations and covenants of Trustmark, Trustmark Bank and SCB.
In rendering our opinion, we have considered the applicable provisions
of the Internal Revenue Code of 1986, as amended (the "Code"), existing and
proposed Treasury Regulations, pertinent judicial authorities, interpretive
rulings of the Internal Revenue Service and such other authorities as we have
considered relevant. The following opinion is based upon the foregoing
authorities as existing on the date of this opinion, any of which could be
changed at any time. Any such changes may be retroactive and could
significantly modify the statements and opinions expressed herein. Similarly,
any change in the facts and assumptions upon which this opinion is based could
modify the conclusions reached herein. In rendering this opinion we assume no
obligation to advise you of any such changes or to update this opinion as a
result of any such changes.
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Our opinion covers only the matters expressly set forth herein, and no
opinions should be inferred as to any other matters or as to any other tax
aspects of the above-described transactions that are not specifically
addressed.
This opinion represents our best judgment as to the probable outcome
of the tax issues discussed and is not binding on the Internal Revenue Service.
We can give no assurance that the Service will not challenge our conclusions
and prevail in the courts in such a manner as to cause adverse tax consequences
to Trustmark, Trustmark Bank, SCB or their respective shareholders.
Based upon and subject to the foregoing, we are of the opinion that
the Merger will, under current law, constitute a tax-free reorganization under
Section 368(a) of the Code. It is further our opinion that Trustmark,
Trustmark Bank and SCB will each be a party to the Merger.
As a tax-free reorganization, the Merger will have the following
Federal income tax consequences for SCB and their shareholders and Trustmark
and Trustmark Bank:
1. No gain or loss will be recognized by the holders of the
common stock of SCB as a result of the exchange of such shares for shares of
Trustmark common stock ("Trustmark Common Stock") pursuant to the Merger. Xxxx
received by any SCB shareholder or as a consequence of perfecting dissenters'
rights of appraisal with respect to their SCB shares will be treated as having
been received by such shareholders as a distribution in redemption of his or
her stock, subject to the provisions and limitations of Code Section 302. The
payment of cash in lieu of fractional share interests will be treated as if the
shares were distributed as part of the exchange and then were redeemed by
Trustmark. These cash payments will be treated as distributions in full
payment in exchange for the stock redeemed, subject to the provisions and
limitations of Code Section 302.
2. The tax basis of the shares of Trustmark Common Stock received
by each shareholder of SCB will equal the tax basis of such shareholder's
shares of SCB (reduced by any amount allocable to fractional share interests
for which cash is received) exchanged in the Merger, decreased by the amount of
cash received by the shareholder and increased by the amount which was treated
as a dividend and the amount of any gain recognized on the exchange and not
treated as a dividend.
3. The holding period for the shares of Trustmark Common Stock
received by each shareholder of SCB will include the holding period for the
shares of SCB exchanged in the Merger.
4. Trustmark and Trustmark Bank will not recognize gain or loss
as a result of the Merger.
5. SCB will not recognize gain or loss as a result of the Merger.
Except as set forth above, we express no opinion as to the tax
consequences to any party, whether Federal, state, local or foreign, of the
Merger, or of any transactions related to the Merger, or contemplated by the
Merger Agreement. This opinion is being furnished only to you in connection
with the Merger and solely for your benefit in connection therewith and may not
be used or relied upon for any other purpose and may not be circulated, quoted
or otherwise referred to for any other purpose without our express written
consent.
Very truly yours,
XXXXXXX, XXXXXXXX, XXXXXX & XXXXX, PLLC
Xxxxx X. Xxxxxx
